New Era Energy & Digital Jan. 20, 2026 Form 8-K Exhibit 2.1 Membership Interest Purchase Agreement with SharonAI

Original source: https://www.sec.gov/Archives/edgar/data/2028336/000121390026005330/ea027326301ex2-1_newera.htm

Source date: 2026-01-20
Retrieved: 2026-07-30T03:48:40Z
Source class: regulator filing

What this source can establish

• Filed legal purchase terms for NUAI's acquisition of SharonAI's 50% TCDC membership interest, including $70M stated purchase price, cash/equity/note components, true-up mechanics, cash substitute for Nasdaq cap, tax treatment, and mutual releases.
• Seller-side broker/finder disclosure: except for a Dec. 22, 2025 letter between SharonAI parent's company and Lucid Capital Markets, no broker/finder/investment banker was entitled to a transaction fee based on seller arrangements.
• Seller investment and information-asymmetry acknowledgements and buyer knowledge definition naming E. Will Gray II and Michael J. Rugen.

What it cannot establish

• The amount or recipients of any Lucid Capital Markets fee or commission.
• Unfiled schedules, side letters, or undisclosed relationships not in the exhibit.
• Independent fairness of the $70M consideration.

Limitations

• Filed contract exhibit; some terms/schedules may be omitted and enforceability was not adjudicated.
• The exhibit identifies contractual parties but not ultimate beneficial owners of SharonAI or all fee recipients.